Sami Siddiqui
About Sami Siddiqui
Sami Siddiqui is Chief Financial Officer of Restaurant Brands International (RBI), appointed March 14, 2024, with 11 years of tenure across senior operating and finance roles at RBI including President of Popeyes U.S. & Canada, President Asia Pacific, CFO of Burger King Corporation, and President of Tim Hortons; he holds an MBA from Harvard Business School and previously worked at Blackstone . RBI’s executive pay program emphasizes pay-for-performance; for 2024 the CFO’s bonus was tied to comparable sales, net restaurant growth, franchisee profitability, and Adjusted Operating Income, with long-term PSUs linked to 3-year EBITDA, SSS, NRG CAGRs and relative TSR; 2022 PSU cycle paid 135.8% with a 1.09x TSR multiplier on 3-year performance ending 2024 . Company performance highlights for 2024 included 9.0% organic Adjusted Operating Income growth, $1.5B net cash from operations, and $1.3B free cash flow, supporting the pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RBI (Popeyes U.S. & Canada) | President | Sep 2020 – Mar 2024 | Led the brand to record levels of sales, restaurant growth, and profitability; solidified #2 fried chicken position in the U.S. |
| RBI (Asia Pacific) | President | Feb 2019 – Sep 2020 | Built master franchisee relationships and market development in APAC |
| Burger King Corporation | Chief Financial Officer | Oct 2018 – Feb 2019 | Brand CFO role within RBI’s BK segment |
| Tim Hortons | President | Sep 2016 – Sep 2018 | Brand leadership; previously EVP Finance |
| Burger King Corporation (Global Finance) | Finance leadership | 2013 – 2016 | Roles in global finance prior to Tim Hortons leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blackstone | Not disclosed | Pre-2013 | Prior experience before joining RBI; MBA from Harvard Business School |
Fixed Compensation
| Element | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 685,000 | Increased from $625,000 upon appointment as CFO (effective Mar 14, 2024) |
| Target Bonus (%) | 130% | Maintained at appointment |
| Target Bonus ($) | 890,500 | Calculated on 130% of salary |
| All Other Compensation ($) | 18,619 | Includes $13,800 retirement match and $4,819 other items |
Performance Compensation
2024 Annual Bonus Outcome and Structure
| Component | Weighting | Target Definition | Actual Achievement | Payout vs Target |
|---|---|---|---|---|
| Business Performance (comparable sales, NRG, franchisee profitability, Adjusted Operating Income) | 75% | Targets set at start of year; threshold adjusted to allow 0% payout under macro headwinds | 56.0% of target | Contributes 42.0% toward overall (56%×75%) |
| Individual Performance (KPI-aligned operational and financial metrics) | 25% | KPIs aligned to span of control | 93.3% of target | Contributes 23.3% toward overall (93.3%×25%) |
| Total Annual Bonus Paid ($) | — | — | 581,841 | 65.3% of target |
Bonus Swap Program (Matching RSUs)
| Detail | FY 2024/Grant in Feb 2025 |
|---|---|
| Net bonus swapped into investment shares (50% of FY 2024 bonus) | $290,920 |
| Matching RSUs value reported (for 2023 swap; granted Feb 2024) | $1,050,797 |
| Matching RSUs actually granted (Feb 23, 2024; related to 2023 bonus) | 13,940 units |
| Matching RSU vesting schedule | Ratable on Dec 15, 2024–2027 |
Long-Term Incentives – PSUs
| Grant | Performance Period | Metric | Weighting/Mechanics | Target | Actual/Result | Payout Impact |
|---|---|---|---|---|---|---|
| 2022 PSU | 3-year CAGR: 12/31/2021–12/31/2024 | Same Store Sales | 30% | 4.3% | 6.0% | 150.0% (capped) |
| 2022 PSU | 3-year CAGR | Net Restaurant Growth | 20% | 5.9% | 3.9% | 77.3% |
| 2022 PSU | 3-year CAGR | EBITDA | 50% | 7.7% | 8.9% | 128.2% |
| 2022 PSU | Modifier | Relative TSR | Multiplier | 40–60th percentile | 63rd percentile | 1.09x |
| Final 2022 PSU payout (composite) | — | — | — | — | — | 135.8% |
| 2024 PSU (target grant-date value) | 02/23/2024 → vests 03/15/2027 | Relative TSR vs S&P 500 with negative TSR cap | Linear interpolation across percentiles; cap at 100% if TSR negative | — | — | $3,500,000 target |
| 2024 PSU shares (threshold/target/max) | 02/23/2024 | Shares | — | Threshold | Target | Max |
| 23,215 | 46,431 | 69,646 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Total Shares Beneficially Owned (#) | Notes |
|---|---|---|
| Sami Siddiqui | 348,032 | Includes 235,228 indirectly via revocable trust and 100,000 options exercisable within 60 days |
Stock Ownership Guidelines and Compliance
- CFO requirement: 6× annual salary; five-year compliance window from promotion; 2025 changes exclude earned-but-unvested PSUs and vested-but-unexercised options from counting; mandate retention of 50% of net after-tax shares until guideline met .
- As of Feb 28, 2025, all NEOs have met guidelines; hedging, short selling, margin accounts, and pledging prohibited (except broker-assisted exercises/settlement) .
Outstanding Equity Awards at FY 2024 Year-End (values at $65.18/share)
| Award Type | Grant Date | Quantity/Status | Strike | Expiry | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Payout Value ($) |
|---|---|---|---|---|---|---|---|---|
| Stock Options (exercisable) | 02/24/2017 | 80,000 | $55.55 | 02/23/2027 | — | — | — | — |
| Stock Options (unexercisable) | 02/21/2020 | 20,000 | $66.31 | 02/20/2030 | — | — | — | — |
| RSUs | 02/21/2020 | 23,666 | — | — | 23,666 | $1,542,539 | — | — |
| RSUs | 12/14/2020 | 22,894 | — | — | 22,894 | $1,492,228 | — | — |
| RSUs | 02/25/2022 | 2,374 | — | — | 2,374 | $154,745 | — | — |
| RSUs | 04/20/2022 | 59,338 | — | — | 59,338 | $3,867,653 | — | — |
| RSUs | 02/22/2023 | 4,703 | — | — | 4,703 | $306,551 | — | — |
| RSUs | 02/23/2024 | 10,708 | — | — | 10,708 | $697,967 | — | — |
| PSUs (target) | 02/22/2023 | — | — | — | — | — | 38,990 | $2,541,394 |
| PSUs (threshold) | 02/23/2024 | — | — | — | — | — | 23,778 | $1,549,848 |
Vesting and Activity Indicators
- Stock vested in 2024: 108,994 shares; value realized $8,051,700 .
- Matching RSUs vest ratably (cycle-specific): 2022 RSUs Dec 31, 2022–2025; 2023 RSUs Dec 15, 2023–2026; 2024 RSUs Dec 15, 2024–2027; PSUs cliff vest per grant (e.g., 2022 → Feb 25, 2025; 2023 cycles → Feb 22, 2026 and May 21, 2028; 2024 → Mar 15, 2027) .
- Bonus Swap in Feb 2025: swapped $290,920 (50% of FY 2024 bonus) into RBI investment shares, receiving matching RSUs, reducing near-term selling pressure .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreements | Multi-Party Employment Agreements across RBI and subsidiaries; salary/bonus allocated by work hours; U.S. tax equalization and company-paid tax preparation; terminable at will . |
| Severance Plan | Governed by RBI Severance Plan; CFO severance equals 22 weeks of base pay . |
| Change-in-Control | Double-trigger required; awards vest per plan-specific terms; no payments on change-in-control alone . |
| Good Reason | No “good reason” termination payments in NEO employment agreements . |
| Clawback | Amended Nov 30, 2023; mandatory recoupment for incentive comp after Oct 2, 2023 if results restated; prior policy applied within two years with misconduct; all awards subject to clawback . |
| Insider Trading | Prohibits short selling, hedging, margin accounts, and pledging for employees; non-employee directors face similar prohibitions and preclearance . |
Potential Payments Upon Termination (as of 12/31/2024; illustrative amounts)
| Scenario | Salary ($) | Bonus ($) | Options Value ($) | Stock Units ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | — | 581,841 | — | 5,773,897 | — | 6,355,738 |
| Disability | — | 581,841 | — | 5,166,943 | — | 5,748,784 |
| Termination Without Cause | 289,808 | 581,841 | — | 3,409,382 | 4,013 | 4,285,044 |
| Termination Without Cause After Change in Control | 289,808 | 581,841 | — | 12,658,998 | 4,013 | 13,534,660 |
Notes: PSU vesting treatments vary by grant year and termination reason; 2022–2024 PSU agreements include deeming rules for vesting percentages near vest date; options intrinsic value assessed vs $65.18 year-end price and award terms .
Compensation Structure Highlights and Trends
- 2024 target compensation mix: CFO target TDC $6,077,313 comprised of $1,575,500 cash, $1,001,813 matching RSUs, and $3,500,000 PSUs; target bonus maintained at 130% with salary increased to $685,000 on becoming CFO; overall target TDC up 33% on role change .
- Annual bonus threshold curve adjusted mid-year from 50% to 0% to reflect macro headwinds and peer-relative performance; risk-mitigating but indicates discretion use under stress .
- 2024 Summary Compensation (actual): Salary $660,000; Stock awards $4,673,265; Non-equity incentive $581,841; All Other $18,619; Total $5,933,725 .
Related Party Transactions and Governance
- Related party engagement: Akin Gump retained for government relations ($250,000) in 2023 including Mr. Siddiqui’s sister on the team; engagement approved under policy and terminated later in 2024 after his appointment as CFO .
- Security ownership table footnotes confirm trust holdings and exercisable options; no pledging disclosed; Section 16 compliance reported timely for 2024 .
Investment Implications
- Alignment: High equity weighting and PSU design tied to multi-year EBITDA, SSS, NRG, and relative TSR create strong pay-for-performance linkage; 2022 PSU payout at 135.8% evidences robust execution through 2024 .
- Retention and selling pressure: Bonus Swap elections (50% of bonus) and stringent ownership guidelines reduce near-term selling pressure; multiple cliff-vesting PSUs into 2026–2028 and RSU ladders create predictable vesting calendars for monitoring potential Form 4 activity .
- Risk flags: Mid-year bonus threshold reduction to 0% introduces discretionary flexibility under macro stress—watch for repeated threshold changes or goal calibration that could dilute pay-for-performance integrity .
- Change-in-control economics: Double-trigger and clawback mechanics are shareholder-friendly; however, sizable equity acceleration under CIC (illustrative $12.66M stock units for CFO) could be a meaningful event risk for dilution and insider liquidity .
- Execution track record: Operating roles spanning multiple brands and regions, plus prior finance leadership, support competence in value creation; company-level 2024 performance (AOI growth, FCF) aligns with bonus framework and PSU metrics, suggesting continued alignment with investor outcomes .